Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 14(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 29, 2010

OR

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to__________

Commission file number     1-4415

PARK ELECTROCHEMICAL CORP.
(Exact Name of Registrant as Specified in Its Charter)

                  New York                    
                11-1734643               
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
   
     48 South Service Road, Melville, N.Y.     
          11747         
(Address of Principal Executive Offices)
(Zip Code)

                (631) 465-3600                
(Registrant's Telephone Number, Including Area Code)

             Not Applicable             
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer ¨ Accelerated Filer x Non-Accelerated Filer ¨ Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨   No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 20,633,127 as of October 5, 2010.

 
PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
 
TABLE OF CONTENTS
 
Page
Number
PART I.
FINANCIAL INFORMATION:
  
     
Item 1.
Financial Statements
  
     
 
Condensed Consolidated Balance Sheets August 29, 2010 (Unaudited) and February 28, 2010
 3
     
 
Consolidated Statements of Operations 13 weeks and 26 weeks ended August 29, 2010 and August 30, 2009 (Unaudited)
 4
     
 
Condensed Consolidated Statements of Cash Flows 26 weeks ended August 29, 2010 and August 30, 2009 (Unaudited)
 5
     
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
 6
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
14
     
 
Factors That May Affect Future Results
23
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
23
     
Item 4.
Controls and Procedures
23
     
PART II.
OTHER INFORMATION:
  
     
Item 1.
Legal Proceedings
25
     
Item 1A.
Risk Factors
25
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
25
     
Item 3.
Defaults Upon Senior Securities
25
     
Item 4.
Reserved
25
     
Item 5.
Other Information
25
     
Item 6.
Exhibits
26
     
SIGNATURES
27
   
EXHIBIT INDEX
28
 
 
2
 

PART I.  FINANCIAL INFORMATION

PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
 
   
August 29, 2010
(Unaudited)
    
February 28,
2010*
  
             
ASSETS
            
Current assets:
            
Cash and cash equivalents
   $ 100,476     $ 134,030  
Marketable securities (Note 3)
     151,677       103,810  
Accounts receivable, net
     34,180       31,698  
Inventories (Note 4)
     14,144       11,973  
Prepaid expenses and other current assets
     2,611       1,167  
Total current assets
     303,088       282,678  
                 
Property, plant and equipment, net
     43,392       44,905  
Goodwill
     6,476       5,376  
Other assets
      10,508        10,145  
Total assets
   $ 363,464     $ 343,104  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                
Current liabilities:
                
Accounts payable
   $ 9,985     $ 10,201  
Accrued liabilities
     10,109       7,301  
Income taxes payable
     3,964       4,140  
Total current liabilities
     24,058       21,642  
                 
Deferred income taxes
     1,398       1,398  
Other liabilities (Note 6)
  
3,646
    
3,966
  
Total liabilities
     29,102       27,006  
                 
Stockholders' equity:
                
Common stock
     2,063       2,054  
Additional paid-in capital
     151,872       149,352  
Retained earnings
     178,276       163,077  
Treasury stock, at cost
     (1 )     (1 )
Accumulated other comprehensive income
     2,152       1,616  
Total stockholders' equity
     334,362       316,098  
Total liabilities and stockholders’ equity
   $ 363,464     $ 343,104  

*The balance sheet at February 28, 2010 has been derived from the audited financial statements at that date.

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

 
3
 

PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)

   
13 weeks ended
    
26 weeks ended
  
   
(Unaudited)
    
(Unaudited)
  
   
August 29,
2010
    
August 30,
2009
    
August 29,
2010
    
August 30,
2009
  
Net sales
   $ 54,505     $ 42,518     $ 113,531     $ 79,215  
                                 
Cost of sales
     36,188       31,570       75,051       59,059  
                                 
Gross profit
     18,317       10,948       38,480       20,156  
                                 
Selling, general and administrative expenses
  
7,238
        5,203       15,000        11,120  
                                 
Earnings from operations
     11,079       5,745       23,480       9,036  
                                 
Interest income and other income
  
218
    
205
    
294
        893  
                                 
Earnings from operations before income taxes
     11,297       5,950       23,774       9,929  
                                 
Income tax provision
     1,850       1,195       4,458        2,100  
                                 
Net earnings
   $ 9,447     $ 4,755     $ 19,316     $ 7,829  
                                 
Earnings per share  (Note 7)
                                
Basic
   $ 0.46     $ 0.23     $ 0.94     $ 0.38  
Diluted
   $ 0.46     $ 0.23     $ 0.94     $ 0.38  
                                 
Weighted average number of common and common equivalent shares outstanding:
                                
Basic shares
     20,632       20,534       20,596       20,503  
Diluted shares
     20,642       20,554       20,625       20,518  
                                 
Dividends declared per share
   $ 0.10     $ 0.18     $ 0.20     $ 0.26  

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

 
4
 

PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
 
   
26 Weeks Ended
  
   
(Unaudited)
  
   
August 29,
2010
    
August 30,
2009
  
Cash flows from operating activities:
            
Net earnings
   $ 19,316     $ 7,829  
Depreciation and amortization
     3,463       3,432  
Stock-based compensation
     550       571  
Change in operating assets and liabilities
     (4,217 )     559  
                 
Net cash provided by operating activities
  
19,112
       12,391  
                 
Cash flows from investing activities:
                
Purchases of property, plant and equipment, net
     (1,853 )     (1,199 )
Purchases of marketable securities
     (163,492 )     (58,413 )
Proceeds from sales and maturities of marketable securities
     115,836       185,037  
Business acquisition
     (1,100 )     (1,025 )
                 
Net cash (used in) provided by investing activities
     (50,609 )     124,400  
                 
Cash flows from financing activities:
                
Dividends paid
     (4,117 )     (3,281 )
Proceeds from exercise of stock options
     1,514       1,178  
Tax benefits from stock-based compensation
     466       -  
                 
Net cash used in financing activities
     (2,137 )  
(2,103
 ) 
                 
Change in cash and cash equivalents before exchange rate changes
     (33,634 )     134,688  
                 
Effect of exchange rate changes on cash and cash equivalents
     80       263  
                 
Change in cash and cash equivalents
     (33,554 )     134,951  
Cash and cash equivalents, beginning of period
     134,030       40,790  
                 
Cash and cash equivalents, end of period
   $ 100,476     $ 175,741  
                 
Supplemental cash flow information:
                
Cash paid during the period for income taxes
   $ 4,133     $ 2,345  

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

 
5
 

PARK ELECTROCHEMICAL CORP.
AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Amounts in thousands, except per share and option amounts)

1.    
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated balance sheet as of August 29, 2010, the consolidated statements of operations for the 13 weeks and 26 weeks ended August 29, 2010 and the condensed consolidated statements of cash flows for the 26 weeks then ended have been prepared by Park Electrochemical Corp. (the “Company”), without audit. In the opinion of management, these unaudited consolidated financial statements contain all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at August 29, 2010 and the results of operations and cash flows for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2010.

2.    
FAIR VALUE MEASUREMENTS

The Company adopted the accounting standard related to fair value measurements, effective March 2, 2009. Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
 
Fair value measurements are broken down into three levels based on the reliability of inputs as follows:
 
Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic measures.

 
6
 

Level 3 inputs are unobservable inputs for the asset or liability.  Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
 
The fair value of the Company’s cash and cash equivalents, accounts receivable, accounts payable and current liabilities approximate their carrying values due to their short-term nature. Certain assets and liabilities of the Company are required to be recorded at fair value on either a recurring or non-recurring basis. On a recurring basis, the Company records its marketable securities (see Note 3) at fair value using Level 1 inputs.
 
The Company’s non-financial assets measured at fair value on a non-recurring basis include goodwill and any assets and liabilities acquired in a business combination or any long-lived assets written down to fair value. To measure fair value for such assets, the Company uses Level 3 inputs consisting of techniques including an income and market approach. The income approach is based on a discounted cash flow analysis and calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate.  Assumptions used in the discounted cash flow analysis require the exercise of significant judgment, including judgment about appropriate discount rates and terminal value, growth rates and the amount and timing of expected future cash flows.

3.   
MARKETABLE SECURITIES

The following is a summary of available-for-sale securities:

   
Gross
    
Gross
        
   
Unrealized
    
Unrealized
    
Estimated
  
   
Gains
    
Losses
    
Fair Value
  
                   
August 29, 2010:
                  
U.S. Treasury and other government securities
   $ 46     $ 91     $ 114,524  
U.S. corporate debt securities
     46        9       37,153  
Total marketable securities
   $ 92     $ 100     $ 151,677  
                         
February 28, 2010:
                        
U.S. Treasury and other government securities
   $ 33     $ 6     $ 56,279  
U.S. corporate debt securities
     -       12       5,209  
Certificates of deposit
      -        -    
42,322
  
Total marketable securities
   $ 33     $ 18     $ 103,810  

The estimated fair values of such securities were determined based on observable inputs, which were quoted market prices for identical assets in active markets. The estimated fair values of such securities at August 29, 2010, by contractual maturity, are shown below:

Due in one year or less
   $ 122,434  
         
Due after one year through five years
     29,243  
         
    $ 151,677  
 
7
 
4.    
INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventories consisted of the following:
 
   
August 29,
    
February 28,
  
   
2010
    
2010
  
Raw materials
   $ 7,159     $ 5,675  
Work-in-progress
     3,259       2,975  
Finished goods
     3,475       3,059  
Manufacturing supplies
     251       264  
                 
    $ 14,144     $ 11,973  

5.   
STOCK-BASED COMPENSATION

 
As of August 29, 2010, the Company had a 1992 Stock Option Plan and a 2002 Stock Option Plan, and no other stock-based compensation plan. Both Stock Option Plans have been approved by the Company’s stockholders and provide for the grant of stock options to directors and key employees of the Company. All options granted under such Plans have exercise prices equal to the fair market value of the underlying common stock of the Company at the time of grant, which pursuant to the terms of the Plans, is the reported closing price of the common stock on the New York Stock Exchange on the date preceding the date the option is granted. Options granted under the Plans become exercisable 25% one year from the date of grant, with an additional 25% exercisable each succeeding anniversary of the date of grant, and expire 10 years from the date of grant. The authority to grant additional options under the 1992 Stock Option Plan expired on March 24, 2002, and options to purchase a total of 1,800,000 shares of common stock were authorized for grant under the 2002 Stock Option Plan. At August 29, 2010, 1,849,645 shares of common stock of the Company were reserved for issuance upon exercise of stock options under the 1992 Stock Option Plan and the 2002 Stock Option Plan and 935,681 options were available for future grant under the 2002 Stock Option Plan. No options of common stock were granted during the 13-week and 26-week periods ended August 29, 2010.

 
The Company records its stock-based compensation at fair value.

The future compensation expense affecting earnings from operations before income taxes for options outstanding at August 29, 2010 will be $1,490 and will be recognized over the next three fiscal years.

The following is a summary of options for the 26 weeks ended August 29, 2010:

 
8
 

               
Weighted
Average
        
         
Weighted 
Average
    
Remaining
Contract
    
Aggregated
  
   
 Options
    
Exercise 
Price
    
Life in 
Months
    
Intrinsic 
Value
  
Outstanding at February 28, 2010
     1,018,095     $ 24.89       66.68     $ 2,901  
Granted
     -       -                  
Exercised
     (92,443 )     16.37                  
Terminated or expired
     (11,688 )     23.71                  
                                 
Outstanding at August 29, 2010
     913,964     $ 25.77       67.28     $ 595  
Exercisable at August 29, 2010
     665,870     $ 25.66       54.17     $ 555  

The total intrinsic value of options exercised during the 13 weeks ended August 29, 2010 and August 30, 2009 was $16 and $338, respectively. The total intrinsic value of options exercised during the 26 weeks ended August 29, 2010 and August 30, 2009 was $1,249 and $352, respectively.
 
A summary of the status of the Company’s nonvested options at August 29, 2010, and changes during the 13 week period then ended, is presented below:
 
   
Shares Subject
to Options
    
Weighted Average
Grant Date Fair
Value
  
Nonvested at February 28, 2010
     340,260     $ 7.45  
                 
Granted
     -       -  
Vested
     (91,166 )     7.99  
Terminated
      (1,000 )     7.99  
                 
Nonvested at August 29, 2010
     248,094     $ 7.26  

6.   
RESTRUCTURINGS AND SEVERANCE CHARGES

As of February 28, 2010, the Company had remaining obligations of $112 related to the closure of the Company’s Neltec Europe SAS electronic materials business unit located in Mirebeau, France. The Company paid $15 and $25 of these obligations in the 13 weeks and 26 weeks ended August 29, 2010 and expects to pay the remaining $87 during the 2011 fiscal year.
 
During the 2004 fiscal year, the Company recorded charges related to the realignment of its North American volume printed circuit materials operations. The charges were for employment termination benefits of $1,258, which were fully paid in fiscal year 2004, and lease and other obligations of $7,292. All costs other than the lease obligations were settled prior to fiscal year 2007. The future lease obligations are payable through September 2013. The remaining balances on the lease obligations relating to the realignment were $2,293 and $2,534 as of August 29, 2010 and February 28, 2010, respectively. For the 13 weeks and 26 weeks ended August 29, 2010, the Company applied $103 and $241, respectively, of lease payments against such lease obligations.

 
9
 
 
7.   
EARNINGS PER SHARE

Basic earnings per share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed by dividing net earnings by the sum of (a) the weighted average number of shares of common stock outstanding during the period and (b) the potential common stock equivalents outstanding during the period. Stock options are the only common stock equivalents, and the number of dilutive options is computed using the treasury stock method.
 
The following table sets forth the calculation of basic and diluted earnings per share for the 13 weeks and 26 weeks ended August 29, 2010 and August 30, 2009.

   
13 weeks ended
    
26 weeks ended
  
   
August 29,
2010
    
August 30,
2009
    
August 29,
2010
    
August 30,
2009
  
Net Earnings
   $ 9,447     $ 4,755     $ 19,316     $ 7,829  
Weighted average common shares outstanding for basic EPS
     20,632       20,534       20,596       20,503  
                                 
Net effect of dilutive options
      10    
20
    
29
    
15
  
                                 
Weighted average shares outstanding for diluted EPS
     20,642       20,554       20,625       20,518  
                                 
Basic earnings per share
   $ 0.46     $ 0.23     $ 0.94     $ 0.38  
Diluted earnings per share
   $ 0.46     $ 0.23     $ 0.94     $ 0.38  
 
Common stock equivalents, which were not included in the computation of diluted earnings per share because the effect would have been antidilutive as the options’ exercise prices were greater than the average market price of the common stock, were 334 and 754 for the 13 weeks ended August 29, 2010 and August 30, 2009, respectively, and 270 and 784 for the 26 weeks ended August 29, 2010 and August 30, 2009, respectively.

8.   
SHAREHOLDERS’ EQUITY

During the 26 weeks ended August 29, 2010, the Company issued 92,443 shares pursuant to the exercise of stock options and recognized stock-based compensation expense and tax benefits from stock-based compensation expense of $550 and $466, respectively. These transactions resulted in the $2,520 increase in additional paid-in capital during the period.

9.  
INCOME TAXES

 
The Company’s effective tax rates for the 13-week and 26-week periods ended August 29, 2010 were 16.4% and 18.8%, respectively, compared to 20.1% and 21.2%, respectively, for the 13-week and 26-week periods ended August 29, 2009. The effective rates varied from the U.S. Federal statutory rate primarily due to foreign income taxed at lower rates.

 
10
 

 
During the 13 weeks ended November 29, 2009, the Company received a retroactive extension and amendment of a development and expansion tax incentive in Singapore for the period July 1, 2007 through June 30, 2011. The extension and amendment provided for reduced tax rates for taxable income in excess of a stipulated base level of taxable income. The Company’s policy is to include applicable interest and penalties related to unrecognized tax benefits as a component of income tax expense.

10. 
COMPREHENSIVE INCOME

 
The following table summarizes the components of comprehensive income for the 13 weeks and 26 weeks ended August 29, 2010 and August 30, 2009:

   
13 weeks ended
    
26 weeks ended
  
   
August 29,
2010
    
August 30,
2009
    
August 29,
2010
    
August 30,
2009
  
                         
Net earnings
   $ 9,447     $ 4,755     $ 19,316     $ 7,829  
Exchange rate changes
     381       70       534       258  
Net unrealized gain on marketable securities, net of tax
     83       8       2       8  
Comprehensive income
   $ 9,911     $ 4,833     $ 19,852     $ 8,095  

11. 
GEOGRAPHIC REGIONS

The Company is a global advanced materials company which develops, manufactures, markets and sells high technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure and high-end computing markets and advanced composite materials, parts and assemblies for the aerospace and specialty markets. The Company's printed circuit materials products, the Company’s advanced composite materials products and the Company’s composite parts and assemblies products are sold to customers in North America, Europe and Asia.
 
Sales are attributed to geographic region based upon the region in which the materials were delivered to the customer.
 
Financial information concerning the Company's operations by geographic region follows:

   
13 weeks ended
    
26 weeks ended
  
   
August 29,
    
August 30,
    
August 29,
    
August 30,
  
   
2010
    
2009
    
2010
    
2009
  
Sales:
                        
North America
   $ 24,731     $ 21,881     $ 51,449     $ 41,742  
Europe
     4,725       4,230       12,251       7,727  
Asia
     25,049       16,407       49,831       29,746  
Total sales
   $ 54,505     $ 42,518     $ 113,531     $ 79,215  

   
August 29,
2010
    
February 28,
2010
  
Long-lived assets:
            
North America
   $ 40,235     $ 40,021  
Europe
     1,204       1,264  
Asia
     18,937       19,141  
Total long-lived assets
   $ 60,376     $ 60,426  
 
11
 
12.
CONTINGENCIES

a.
Litigation – The Company is subject to a small number of proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters.

b.
Environmental Contingencies - The Company and certain of its subsidiaries have been named by the Environmental Protection Agency (the "EPA") or a comparable state agency under the Comprehensive Environmental Response, Compensation and Liability Act (the "Superfund Act") or similar state law as potentially responsible parties in connection with alleged releases of hazardous substances at eight sites. In addition, two subsidiaries of the Company have received cost recovery claims under the Super­fund Act or a similar state law from other private parties involving two other sites, and a subsidiary of the Company has received requests from the EPA under the Superfund Act for information with respect to its involvement at three other sites.

 
Under the Superfund Act and similar state laws, all parties who may have contributed any waste to a hazardous waste disposal site or contaminated area identified by the EPA or comparable state agency may be jointly and severally liable for the cost of cleanup. Generally, these sites are locations at which numerous persons disposed of hazardous waste. In the case of the Com­pany's subsidiaries, generally the waste was removed from their manufacturing facilities and disposed at waste sites by various companies which contracted with the subsidiaries to provide waste disposal services. Neither the Company nor any of its subsidiaries have been accused of or charged with any wrongdoing or illegal acts in connection with any such sites. The Company believes it maintains an effective and comprehensive environmental compliance program.

 
The insurance carriers who provided general liability insurance coverage to the Company and its subsidiaries for the years dur­ing which the Company's subsidiaries' waste was disposed at these sites have agreed to pay, or reimburse the Company and its subsidiaries for, 100% of their legal defense and remediation costs associated with three of these sites and 25% of such costs associated with another one of these sites.
 
The total costs incurred by the Company and its subsidiaries in connection with these sites, including legal fees incurred by the Company and its subsidiaries and their assessed share of remediation costs and excluding amounts paid or reimbursed by insurance carriers, were nil in both the 13 weeks and 26 weeks ended August 29, 2010 and approximately $1 and $2 respectively, in the 13 weeks and 26 weeks ended August 30, 2009. The recorded liabilities included in accrued liabilities for environmental matters were $9 at both August 29, 2010 and February 28, 2010.

 
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Such recorded liabilities do not include environmental liabilities and related legal expenses for which the Company has indemnification agreements with the insurance carriers who provided general liability insurance coverage to the Company and its subsidiaries for the years during which the Company's subsidiaries' waste was disposed at three sites for which certain subsidiaries of the Company have been named as potentially responsible parties. Pursuant to these agreements, such insurance carriers have been paying 100% of the legal defense and remediation costs associated with such three sites since 1985.

 
The Company accrues estimated costs asso­ciated with known environmental matters, when such costs can be reasonably estimated and when the outcome appears probable. The Company believes that the ultimate disposition of known environmental matters will not have a material adverse effect on the liquidity, capital resources, business or consolidated results of operations or financial position of the Company. However, one or more of such environmental mat­ters could have a significant negative impact on the Company's consolidated results of operations or financial position for a particular reporting period.

c.
Acquisition – The Company is obligated to pay up to an additional $3,300 over the next three years depending on the achievement of specified earn-out objectives in connection with the acquisition by the Company’s wholly owned subsidiary, Park Aerospace Structures Corp., of substantially all the assets and business of Nova Composites, Inc., located in Lynnwood, Washington, in addition to a cash purchase price of $4,500 paid at the closing of the acquisition on April 1, 2008 and additional payments of $1,100 in the first quarter of the 2011 fiscal year and $1,025 in the second quarter of the 2010 fiscal year pursuant to the earn-out provision. Both payments were recorded as additional goodwill, and any additional amount paid will be recorded as goodwill.

13.
RECENT ACCOUNTING PRONOUNCEMENTS

 
In January 2010, the Financial Accounting Standards Board issued an accounting pronouncement that improves disclosures around fair value measurements. This pronouncement requires additional disclosures regarding transfers between Levels 1, 2 and 3 of the fair value hierarchy of this pronouncement as well as a more detailed reconciliation of recurring Level 3 measurements. Certain disclosure requirements of this pronouncement were effective and adopted by the Company in the first quarter of its 2011 fiscal year. The remaining disclosure requirements of this pronouncement will be effective for the Company’s 2012 fiscal year first quarter. The adoption of this pronouncement did not have an impact on the Company’s Consolidated Financial Statements.

 
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Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.

General:

Park Electrochemical Corp. (“Park” or the “Company”) is a global advanced materials company which develops, manufactures, markets and sells high technology digital and RF/microwave printed circuit materials principally for the telecommunications and internet infrastructure and high-end computing markets and advanced composite materials, parts and assemblies for the aerospace and specialty markets. The Company’s core capabilities are in the areas of polymer chemistry formulation and coating technology. The Company also specializes in the design and manufacture of complex composite aircraft and space vehicle parts. The Company’s manufacturing facilities are located in Singapore, China, France, Connecticut, Kansas, Arizona, California and Washington.

The Company's total net sales increased in both the three-month period and six-month period ended August 29, 2010 compared with last year's comparable periods as a result of increases in sales of the Company’s printed circuit materials products in North America, Asia and Europe. However, the Company’s sales of advanced composite materials, parts and assemblies in both the three-month and six-month periods ended August 29, 2010 were slightly less than such sales in last year’s comparable periods.

As a result of the increases in the Company’s total net sales and the higher percentage of sales of higher margin, high performance printed circuit materials products in the three-month and six-month periods ended August 29, 2010 compared to the three-month and six-month periods ended August 30, 2009, the Company’s earnings from operations and net earnings were higher in the 2011 fiscal year second quarter and first six months than in the 2010 fiscal year second quarter and first six months, although the Company’s net earnings in the 2011 fiscal year first six months were negatively impacted by the lower interest income earned by the Company in such period compared to the interest income earned by the Company in the 2010 fiscal year first six months.

The significant increases in sales of printed circuit materials products and the higher percentages of sales of higher margin, high performance printed circuit materials products resulted in higher gross profits and higher earnings from operations and higher net earnings in the three months and six months ended August 29, 2010 compared to the 2010 fiscal year comparable periods. The Company’s gross profit margins, measured as percentages of sales, improved to 33.6% in the 2011 fiscal year second quarter and to 33.9% in the 2011 fiscal year first six months compared to 25.7% and 25.4%, respectively, in the 2010 fiscal year second quarter and first six months. However, the gross profit margin improvements during the three-month and six-month periods ended August 29, 2010 were partially offset by losses incurred at the Company’s recently established Park Aircraft Technologies Corp. business unit in Newton, Kansas.

The markets in North America, Europe and Asia for the Company’s printed circuit materials products strengthened in the 2010 fiscal year third and fourth quarters after prevailing weakness in the 2010 fiscal year first and second quarters, and such strength continued in the 2011 fiscal year first and second quarters. The markets for the Company’s advanced composite materials, parts and assemblies products weakened during the 2009 fiscal year

 
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third and fourth quarters, and such weakness continued during the 2010 fiscal year. While such markets for the Company’s advanced composite materials, parts and assemblies showed some small signs of improvement during the 2011 fiscal year first and second quarters, such markets remained weaker in the 2011 fiscal year quarters than in the 2010 fiscal year comparable periods.

The global markets for the Company’s printed circuit materials products continue to be very difficult to forecast, and it is not clear to the Company what the condition of the global markets for the Company’s printed circuit materials products will be in the 2011 fiscal year third quarter or beyond. Further, the Company is not able to predict the impact the current global economic and financial conditions will have on the markets for its advanced composite materials, parts and assemblies in the 2011 fiscal year third quarter or beyond.

In addition, in the fourth quarter of the Company’s 2009 fiscal year, the Company completed the construction of a new development and manufacturing facility in Newton, Kansas to produce advanced composite materials principally for the aircraft and space vehicle industries. The Company spent approximately $15 million on the facility and equipment in Kansas. In the second quarter of the Company’s 2010 fiscal year, the Company announced plans for the major expansion of its facility in Kansas in order to manufacture composite parts and assemblies for the aircraft and space vehicle industries. The expansion includes approximately 37,000 square feet of manufacturing and storage space, and the Company plans to spend a total of approximately $5 million on the expansion.

Three and Six Months Ended August 29, 2010 Compared with Three and Six Months Ended August 30, 2009:

The Company’s total net sales and its net sales of printed circuit materials products increased during the three-month and six-month periods ended August 29, 2010 compared to the three-month and six-month periods ended August 30, 2009 as a result of increases in such sales in North America, Europe and Asia. The Company’s net sales of advanced composite materials, parts and assemblies in both the three-month and six-month periods ended August 30, 2009 were slightly less than such sales in the prior year’s comparable periods. Net sales of the Company’s advanced composite materials, parts and assemblies products were $5.9 million and $12.4 million in the three months and six months, respectively, ended August 29, 2010, or 11% of the Company’s total net sales worldwide in both such periods, compared to $6.8 million and $13.0 million in the three months and six months, respectively, ended August 30, 2009, or 16% of the Company’s total net sales worldwide in both such periods.

The increased sales, combined with increases in the percentages of sales of higher margin, high performance electronic printed circuit materials products, in the three months and six months ended August 29, 2010 resulted in higher gross profit margins and higher earnings from operations and net earnings compared to the three months and six months ended August 30, 2009. The Company’s gross profit margins improved to 33.6% and 33.9% in the three months and six months, respectively, ended August 29, 2010, compared to 25.7% and 25.4% in the prior year’s comparable periods. However, the gross profit margin improvements during the three-month and six-month periods ended August 29, 2010 were partially offset by losses incurred at the Company’s recently established Park Aircraft Technologies Corp. business unit in Newton, Kansas.

 
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Results of Operations

The Company’s total net sales for the three-month period ended August 29, 2010 increased 28% to $54.5 million from $42.5 million for last fiscal year’s comparable period. The Company’s total net sales for the six-month period ended August 29, 2010 increased 43% to $113.5 million from $79.2 million for last fiscal year’s comparable period. The increases in net sales were the result of higher unit volumes of printed circuit materials products shipped to the Company’s customers in North America, Europe and Asia.

The Company’s foreign sales were $29.8 million and $62.1 million, respectively, during the three-month and six-month periods ended August 29, 2010, or 55% of the Company’s total net sales worldwide in both such periods, compared to $20.6 million and $37.5 million, respectively, of foreign sales, or 49% and 47%, respectively, of total net sales worldwide, during last year’s comparable periods. The Company’s foreign sales during the three-month and six-month periods ended August 29, 2010 increased 44% and 66%, respectively, from the 2010 fiscal year comparable periods, as a result of increases in sales in Asia and Europe in both periods.

For the three-month period ended August 29, 2010, the Company’s sales in North America, Asia and Europe were 45%, 46% and 9%, respectively, of the Company’s total net sales worldwide compared to 51%, 39% and 10%, respectively, for the three-month period ended August 30, 2009; and for the six-month period ended August 29, 2010, the Company’s sales in North America, Asia and Europe were 45%, 44% and 11%, respectively, of the Company’s total net sales worldwide compared to 53%, 37% and 10%, respectively, for the six-month period ended August 30, 2009. The Company’s sales in North America increased 13%, its sales in Asia increased 53% and its sales in Europe increased 12% in the three-month period ended August 29, 2010 compared to the three-month period ended August 30, 2009, and its sales in North America increased 23%, its sales in Asia increased 67% and its sales in Europe increased 59% in the six-month period ended August 29, 2010 compared to the six-month period ended August 30, 2009.

The overall gross profits as percentages of net sales for the Company’s worldwide operations improved to 33.6% and 33.9%, respectively, for the three months and six months ended August 29, 2010 compared to 25.7% and 25.4% for last fiscal year’s comparable periods. The increases in the gross profit margins were attributable mainly to higher total net sales and higher percentages of sales of higher margin, high performance printed circuit materials products in the 2011 fiscal year periods. The gross profit margin improvements during the three-month and six-month periods ended August 29, 2010 were partially offset by losses incurred at the Company’s recently established Park Aircraft Technologies Corp. business unit in Newton, Kansas.

During both the three-month and six-month periods ended August 29, 2010 and both the three-month and six-month periods ended August 30, 2009, the Company’s total net sales worldwide of high temperature printed circuit materials, which include high performance materials (non-FR4 printed circuit materials), were 100% of the Company’s total net sales worldwide of printed circuit materials.

The Company’s high temperature printed circuit materials include its high performance materials (non-FR4 printed circuit materials), which consist of high-speed, low-loss materials for digital and RF/microwave applications requiring lead-free compatibility and high bandwidth signal integrity, bismalimide triazine (“BT”) materials, polyimides for applications that

16
 
demand extremely high thermal performance, cyanate esters, quartz reinforced materials, and polytetrafluoroethylene (“PTFE”) and modified epoxy materials for RF/microwave systems that operate at frequencies up to 77GHz.

During the three-month and six-month periods ended August 29, 2010, the Company’s total net sales worldwide of high performance printed circuit materials (non-FR4 printed circuit materials) were 76% and 74%, respectively, of the Company’s total net sales worldwide of printed circuit materials, compared with 63% and 65% for last fiscal year’s comparable periods.

The Company’s cost of sales as a percentage of net sales decreased to 66.4% in the three-month period ended August 29, 2010 from 74.3% in the three-month period ended August 30, 2009 and to 66.1% in the six-month period ended August 29, 2010 from 74.6% in the six-month period ended August 30, 2009 resulting in gross profit margin increases, which were attributable to higher total net sales and higher percentages of sales of higher margin, high performance printed circuit materials products in the 2011 fiscal year periods. However, the gross profit margin improvements during the three-month and six-month periods ended August 29, 2010 were partially offset by losses incurred at the Company’s recently established Park Aircraft Technologies Corp. business unit in Newton, Kansas.

Selling, general and administrative expenses increased by $2.0 million and $3.9 million or by 39% and 35%, respectively, during the three-month period and six-month period, respectively, ended August 29, 2010 compared to last fiscal year’s comparable periods. These expenses, measured as percentages of sales, increased to 13.3% during the three months ended August 29, 2010 from 12.2% during last fiscal year’s comparable period but declined to 13.2% during the six months ended August 29, 2010 compared to 14.0% during last year’s comparable period.  The increases in these expenses during the 2011 fiscal year periods were attributable primarily to increases in freight costs and commissions, which vary with shipments, and increases in legal fees and expenses. Stock option expenses were $0.3 million and $0.6 million, respectively, for the three-month and six-month periods ended August 29, 2010 and $0.3 million and $0.6 million, respectively, for the three-month and six-month periods ended August 30, 2009.

For the reasons set forth above, the Company’s earnings from operations increased to $11.1 million for the three months ended August 29, 2010 from $5.7 million for the three months ended August 30, 2009 and increased to $23.5 million for the six months ended August 29, 2010 from $9.0 million for the six months ended August 30, 2009.

Interest and other income, principally investment income, was $0.2 million and $0.3 million, respectively, for the three-month and six-month periods ended August 29, 2010 compared to $0.2 million and $0.9 million, respectively, for last fiscal year’s comparable periods. The decreases in investment income were attributable principally to lower prevailing interest rates, partially offset by higher levels of cash available for investment, during the 2011 fiscal year first and second quarters than during the 2010 fiscal year first and second quarters. The Company's investments were primarily in short-term instruments and money market funds.

The Company’s effective income tax rates for the three-month and six-month periods ended August 29, 2010 were 16.4% and 18.8%, respectively, compared to effective income tax rates of 20.1% and 21.2%, respectively, for the three-month and six-month periods ended August 30, 2009. The lower effective income tax rates for the three-month and six-month periods ended August 29, 2010 were primarily the results of higher taxable income in jurisdictions with lower income tax rates.

 
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The Company’s net earnings for the three months ended August 29, 2010 increased to $9.4 million from net earnings of $4.8 million for the three months ended August 30, 2009, and the Company’s net earnings for the six months ended August 29, 2010 increased to $19.3 million from net earnings of $7.8 million for the six-months ended August 30, 2009.

Basic and diluted earnings per share were $0.46 for the three months ended August 29, 2010 and $0.94 for the six months ended August 29, 2010 compared to basic and diluted earnings per share of $0.23 and $0.38 for the three-months and six-months, respectively, ended August 30, 2009.

Liquidity and Capital Resources:

At August 29, 2010, the Company's cash and marketable securities were $252.2 million compared to $237.8 million at February 28, 2010, the end of the Company's 2010 fiscal year. Of that $252.2 million, approximately $156.1 million was owned by certain of the Company’s wholly owned foreign subsidiaries at that date.  It is the Company’s practice and intent to reinvest such cash owned by its foreign subsidiaries in the operations of its foreign subsidiaries or in other foreign activities.

The Company's working capital (which includes cash and marketable securities) was $279.0 million at August 29, 2010 compared with $261.0 million at February 28, 2010. The increase in working capital at August 29, 2010 compared with February 28, 2010 was due principally to the increase in cash and marketable securities and increases in accounts receivable, inventories and prepaid expenses and other current assets slightly offset by an increase in accrued liabilities. Accounts receivable at August 29, 2010 were 8% higher than at February 28, 2010 as a result of higher sales during the three months ended August 29, 2010 than during the three months ended February 28, 2010. Inventories were 18% higher at August 29, 2010 than at February 28, 2010 primarily as a result of higher raw materials and finished goods.  At August 29, 2010, prepaid expenses and other current assets were 124% higher than at February 28, 2010 as a result of increases in prepaid insurance and value added tax receivable. At August 29, 2010, accrued liabilities were 38% higher than at February 28, 2010 principally as a result of increases in employee benefits.

The Company's current ratio (the ratio of current assets to current liabilities) was 12.6 to 1 at August 29, 2010 compared to 13.1 to 1 at February 28, 2010.

During the six months ended August 29, 2010, net earnings from the Company's operations, before depreciation and amortization and stock-based compensation, reduced by a net decrease in working capital items, resulted in $19.1 million of cash provided by operating activities. During the same six-month period, the Company expended a net amount of $1.9 million for the purchase of property, plant and equipment, primarily for the Company’s new development and manufacturing facility in Newton, Kansas, and expended $1.1 million as additional payment for the acquisition of substantially all the assets and business of Nova Composites, Inc., compared to a net amount of $1.2 million for the purchase of property, plant and equipment, primarily for the facility in Kansas, and a total of $1.0 million as additional payment for the acquisition of substantially all the assets and business of Nova Composites, Inc. in the six-month period ended August 30, 2009. In addition, the Company paid $4.1 million in dividends on its common stock in the six-month period ended August 29, 2010 compared to $3.3 million in the six-month period ended August 30, 2009. Net expenditures for property, plant and equipment were $3.4 million in the 2010 fiscal year and $12.2 million in the 2009 fiscal year.

 
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In the first quarter of the Company’s 2009 fiscal year, the Company’s wholly owned subsidiary, Park Aerospace Structures Corp., acquired substantially all the assets and business of Nova Composites, Inc., a manufacturer of aircraft composite parts and assemblies and the tooling for such parts and assemblies, located in Lynnwood, Washington, for a cash purchase price of $4.5 million paid at the closing of the acquisition and up to an additional $5.5 million payable over five years depending on the achievement of specified earn-out objectives. The Company paid an additional $1.0 million for such acquisition in the 2010 fiscal year second quarter and an additional $1.1 million in the 2011 fiscal year first quarter, leaving up to an additional $3.3 million payable over three years depending on the achievement of the earn-out objectives.

During the 2009 fiscal year, the Company expended approximately $10.2 million for the construction of its new development and manufacturing facility in Newton, Kansas to produce advanced composite materials and for equipment for such facility. During the 2010 fiscal year, the Company expended approximately $1.1 million for equipment for such facility and approximately $1.1 million for the construction of an expansion of such facility to produce advanced composite parts and assemblies.

At August 29, 2010 and at August 30, 2009, the Company had no long-term debt.

The Company believes its financial resources will be sufficient, for the foreseeable future, to provide for continued investment in working capital and property, plant and equipment and for general corporate purposes. Such resources would also be available for purchases of the Company's common stock, appropriate acquisitions and other expansions of the Company's business.

The Company is not aware of any circumstances or events that are reasonably likely to occur that could materially affect its liquidity.
 
The Company's contractual obligations and other commercial commitments to make future payments under contracts, such as lease agreements, consist only of operating lease commitments, commitments to purchase equipment for the expansion of the Company’s new development and manufacturing facility in Newton, Kansas and the Company’s obligation to pay up to an additional $3.3 million over three years in connection with the acquisition of the assets and business of Nova Composites, Inc., described above. The Company has no long-term debt, capital lease obligations, unconditional purchase obligations or other long-term obligations, standby letters of credit, guarantees, standby repurchase obligations or other commercial commitments or contingent commitments, other than two standby letters of credit in the total amount of $1.38 million to secure the Company's obligations under its workers' compensation insurance program.

As of August 29, 2010, there were no material changes outside the ordinary course of the Company’s business in the Company’s contractual obligations disclosed in Item 7 of Part II of its Form 10-K Annual Report for the fiscal year ended February 28, 2010.

Off-Balance Sheet Arrangements:
 
The Company's liquidity is not dependent on the use of, and the Company is not engaged in, any off-balance sheet financing arrangements, such as securitization of receivables or obtaining access to assets through special purpose entities.

 
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Environmental Matters:

In the six-month period ended August 30, 2009, the Company reversed an accrual of approximately $0.8 million for environmental remedial response and clean-up costs, which was recorded as a reduction to selling, general and administrative expenses for such period, as a result of the Company’s conclusion that the likelihood of any liability in connection with such accrual was remote. While annual expenditures have generally been constant from year to year and may increase over time, the Company expects it will be able to fund such expenditures from cash flow from operations. The timing of expenditures depends on a number of factors, including regulatory approval of cleanup projects, remedial techniques to be utilized and agreements with other parties. At August 29, 2010 and February 28, 2010, the amount recorded in accrued liabilities for environmental matters was $9,000.

Management does not expect that environmental matters will have a material adverse effect on the liquidity, capital resources, business, consolidated results of operations or consolidated financial position of the Company.
 
Critical Accounting Policies and Estimates:

The following information is provided regarding critical accounting policies that are important to the Consolidated Financial Statements and that entail, to a significant extent, the use of estimates, assumptions and the application of management's judgment.

General

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Financial Statements requires the Company to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent liabilities. On an on-going basis, the Company evaluates its estimates, including those related to sales allowances, allowances for doubtful accounts, inventories, valuation of long-lived assets, income taxes, contingencies and litigation, and employee benefit programs. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its Consolidated Financial Statements.

Revenue Recognition

The Company recognizes revenues when products are shipped and title has been transferred to a customer, the sales price is fixed and determinable, and collection is reasonably assured.  All material sales transactions are for the shipment of manufactured prepreg and laminate products and advanced composite materials, parts and assemblies.

 
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Sales Allowances

The Company provides for the estimated costs of sales allowances at the time such costs can be reasonably estimated. The Company’s products are made to customer specifications and tested for adherence to such specifications before shipment to customers. Composite parts and assemblies may be subject to “airworthiness” acceptance by customers after receipt at the customers’ locations. There are no future performance requirements other than the products’ meeting the agreed specifications. The Company’s bases for providing sales allowances for returns are known situations in which products may have failed due to manufacturing defects in the products supplied by the Company. The Company is focused on manufacturing the highest quality printed circuit materials and advanced composite materials, parts and assemblies possible and employs stringent manufacturing process controls and works with raw material suppliers who have dedicated themselves to complying with the Company’s specifications and technical requirements. The amounts of returns and allowances resulting from defective or damaged products have been approximately 1.0% of sales for each of the Company’s last three fiscal years.

Allowances for Doubtful Accounts

Accounts receivable are due within established payment terms and are stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than established payment terms are considered past due. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market. The Company writes down its inventory for estimated obsolescence or unmarketability based upon the age of the inventory and assumptions about future demand for the Company's products and market conditions.

Valuation of Long-lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. In addition, the Company assesses the impairment of goodwill at least annually. Important factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends and significant changes in the use of the Company’s assets or strategy of the overall business.

 
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Income Taxes

As part of the processes of preparing its consolidated financial statements, the Company is required to estimate the income taxes in each of the jurisdictions in which it operates.  This process involves estimating the actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes.  These differences result in deferred tax assets and liabilities, which are included in the Company’s Consolidated Balance Sheets. The carrying value of the Company's net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets resulting in additional income tax expense in the Company's consolidated statement of operations, or conversely to further reduce the existing valuation allowance resulting in less income tax expense. The Company evaluates the realizability of the deferred tax assets quarterly and assesses the need for additional valuation allowances quarterly.

Tax benefits are recognized for an uncertain tax position when, in the Company’s judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority.  For a tax position that meets the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances and when new information becomes available. Such adjustments are recognized entirely in the period in which they are identified. The effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by the Company. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes its liability for unrecognized tax benefits is adequate.  Interest and penalties recognized on the liability for unrecognized tax benefits are recorded as income tax expense.

Contingencies

The Company is subject to a small number of proceedings, lawsuits and other claims related to environmental, employment, product and other matters. The Company is required to assess the likelihood of any adverse judgments or outcomes in these matters as well as potential ranges of probable losses. A determination of the amount of reserves required, if any, for these contingencies is made after careful analysis of each individual issue. The required reserves may change in the future due to new developments in each matter or changes in approach, such as a change in settlement strategy in dealing with these matters.

The Company is obligated to pay up to an additional $3.3 million over three years depending on the achievement of specified earn-out objectives in connection with the acquisition by the Company’s wholly owned subsidiary, Park Aerospace Structures Corp., of substantially all the assets and business of Nova Composites, Inc., a manufacturer of composite parts and assemblies and the tooling for such parts and assemblies, located in Lynnwood, Washington, in addition to a cash purchase price of $4.5 million paid at the closing of the acquisition on April 1, 2008 and payments of $1.0 million paid in the 2010 fiscal year second quarter and $1.1 million in the 2011 fiscal year first quarter.

 
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Employee Benefit Programs

The Company's obligations for workers' compensation claims are effectively self-insured, although the Company maintains individual and aggregate stop-loss insurance coverage for such claims. The Company accrues its workers’ compensation liability based on estimates of the total exposure of known claims using historical experience and projected loss development factors less amounts previously paid.

The Company and certain of its subsidiaries have a non-contributory profit sharing retirement plan covering their regular full-time employees. In addition, the Company's subsidiaries have various bonus and incentive compensation programs, most of which are determined at management's discretion.

The Company's reserves associated with these self-insured liabilities and benefit programs are reviewed by management for adequacy at the end of each reporting period.

Factors That May Affect Future Results.

Certain portions of this Report which do not relate to historical financial information may be deemed to constitute forward-looking statements that are subject to various factors which could cause actual results to differ materially from Park's expectations or from results which might be projected, forecast, estimated or budgeted by the Company in forward-looking statements. Such factors include, but are not limited to, general conditions in the electronics and aerospace industries, the Company's competitive position, the status of the Company's relationships with its customers, economic conditions in international markets, the cost and availability of raw materials, transportation and utilities, and the various factors set forth in Item 1A “Risk Factors” and under the caption "Factors That May Affect Future Results" after Item 7 of Park's Annual Report on Form 10-K for the fiscal year ended February 28, 2010.

Item 3.
Quantitative and Qualitative Disclosure About Market Risk.

Company's market risk exposure at August 29, 2010 is consistent with, and not greater than, the types of market risk and amount of exposures presented in the Annual Report on Form 10-K for the fiscal year ended February 28, 2010.

Item 4.
Controls and Procedures.

(a) 
Disclosure Controls and Procedures.

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of August 29, 2010, the end of the quarterly fiscal period covered by this quarterly report.

 
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Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

(b)
Changes in Internal Control Over Financial Reporting.

There has not been any change in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 
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PART II.  OTHER INFORMATION

Item 1.
Legal Proceedings.

None.

Item 1A.
Risk Factors.

There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K Annual Report for the fiscal year ended February 28, 2010.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information with respect to shares of the Company's Common Stock acquired by the Company during each month included in the Company’s 2011 fiscal year second quarter ended August 29, 2010.

Period
  
Total Number
of Shares
(or Units)
Purchased
    
Average
Price Paid
per Share
(or Unit)
    
Total Number of
Shares (or
Units) Purchased
as Part of
Publicly
Announced Plans
or Programs
  
Maximum Number (or
Approximate Dollar
Value) of Shares
(or Units) that
May Yet Be
Purchased Under
the Plans or
Programs
  
May 31 – June 29
     0     $ −       0      
                             
June 30 – July 29
     0       -       0      
                             
July 30 -August 29
  
6
    
24.88
    
0
      
                             
Total
     6     $ 24.88       0  
2,000,000
 (a)

(a)           Aggregate number of shares available to be purchased by the Company pursuant to a previous share purchase authorization announced on October 20, 2004. Pursuant to such authorization, the Company is authorized to purchase its shares from time to time on the open market or in privately negotiated transactions.

Item 3.
Defaults Upon Senior Securities.

None.

Item 4.
Reserved.

Item 5.
Other Information.

None.

25
 
Item 6.
Exhibits.

31.1
Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).

31.2
Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).

32.1
Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2
Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
26
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
Park Electrochemical Corp.
 
(Registrant)
   
Date: October 7, 2010
/s/      Brian E. Shore
 
Brian E. Shore
 
President and
 
Chief Executive Officer
 
(principal executive officer)
   
Date: October 7, 2010
/s/      David R. Dahlquist
 
David R. Dahlquist
 
Vice President and Chief
 
Financial Officer
 
(principal financial officer)

 
27
 

EXHIBIT INDEX

Exhibit No.
  
Name
  
Page
         
31.1
  
Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
  
29
         
31.2
  
Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a)
  
31
         
32.1
  
Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
33
         
32.2
  
Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
34

 
28